SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)*
FLEXIINTERNATIONAL SOFTWARE, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
338923 10 5
(CUSIP Number)
Brian P. Friedman
Furman Selz SBIC, L.P.
55 East 52nd Street
New York, New York 10055-0002
(212) 309-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 21, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
The statement on Schedule 13D filed on February 1, 1999 with respect
to the shares of common stock, par value $0.01 per share ("Common Stock"), of
FlexiInternational Software, Inc., a Delaware corporation ("FlexiInternational"
or the "Company") is hereby amended to add Edmund A. Hajim as a signatory
thereto.
In addition, Item 7 of the Schedule 13D is hereby amended to read as
follows:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Reporting Agreement and Power of Attorney executed by each of
the Reporting Persons.
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
FURMAN SELZ SBIC, L.P.
By: /s/ Brian P. Friedman
-------------------------
Name: Brian P. Friedman
Title: President of General Partner
FURMAN SELZ SBIC INVESTMENTS, LLC
By: /s/ Brian P. Friedman
--------------------------
Name: Brian P. Friedman
Title: President
FURMAN SELZ INVESTMENTS, LLC
By: /s/ Brian P. Friedman
---------------------------
Name: Brian P. Friedman
Title: President
ING BARING FURMAN SELZ LLC
By: /s/ Steven Blecher
--------------------------
Name: Steven Blecher
Title: Vice Chairman
ING MERGER, INC.
By: /s/ Steven Blecher
---------------------------
Name: Steven Blecher
Title: Senior Managing Director and
Assistant Secretary
ING (U.S.) FINANCIAL HOLDINGS
CORPORATION
By: /s/ William A. Austin
--------------------------------
Name: William A. Austin
Title: Secretary
ING BANK N.V.
By: /s/ J.H.J. Houben
----------------------------------
Name: J.H.J. Houben
Title:
By: /s/ P.F.M. Van Lierop
-----------------------------------
Name: P.F.M. Van Lierop
Title: Senior Legal Advisor
ING GROEP N.V.
By: /s/ J.H.J. Houben
---------------------------------
Name: J.H.J. Houben
SAUGATUCK PARTNERS, L.P.
By: ING Baring Furman Selz LLC,
General Partner
By: /s/ Steven Blecher
----------------------------------
Name: Steven Blecher
Title: Vice Chairman
SAUGATUCK INTERNATIONAL LTD.
By: Furman Selz Management (BVI) Ltd.,
Manager
By: /s/ Steven Blecher
-------------------------
Name: Steven Blecher
Title: Director
FURMAN SELZ MANAGEMENT (BVI) LTD.
By: /s/ Steven Blecher
---------------------------
Name: Steven Blecher
Title: Director
FAIRWAY CAPITAL PARTNERS, L.P.
By: FSIP LLC, General Partner
By: /s/ Steven Blecher
--------------------------
Name: Steven Blecher
Title: Vice President
FSIP LLC
By: /s/ STEVEN BLECHER
------------------------------
Name: Steven Blecher
Title: Vice President
FURMAN SELZ CAPITAL
MANAGEMENT LLC
By: /s/ Steven Blecher
-----------------------------
Name: Steven Blecher
Title: Vice President
ING FURMAN SELZ ASSET
MANAGEMENT LLC
By: /s/ Steven Blecher
-------------------------------
Name: Steven Blecher
Title: Vice President
/s/ Brian P. Friedman
-------------------------------
Brian P. Friedman
/s/ James L. Luikart
---------------------------------
James L. Luikart
/s/ Edmund A. Hajim
----------------------------
Edmund A. Hajim
Exhibit 1
JOINT REPORTING AGREEMENT
AND
POWER OF ATTORNEY
WHEREAS, the statement or amended statement of Schedule 13D (the
"Joint Statement") to which this joint reporting agreement and power of attorney
(the "Agreement") is an exhibit is being filed on behalf of two or more persons
(collectively, the "Reporting Persons"); and
WHEREAS, the Reporting Persons prefer to file the Joint Statement on
behalf of all of the Reporting Persons rather than individual statements on
Schedule 13D on behalf of each of the Reporting Persons;
NOW THEREFORE, the undersigned hereby agree as follows with each of
the other Reporting Persons:
1. Each of the Reporting Persons is responsible for the timely filing
of the Joint Statement and any amendments thereto.
2. Each of the Reporting Persons is responsible for the completeness
and accuracy of the information concerning such Reporting Person contained in
the Joint Statement.
3. None of the Reporting Persons is responsible for the completeness
or accuracy of the information concerning the other Reporting Persons contained
in the Joint Statement, unless such Reporting Person knows or has reason to
believe that such information is inaccurate.
4. The undersigned agrees that the Joint Statement is, and any
amendment thereto will be, filed on behalf of each of the Reporting Persons.
5. Each of Furman Selz SBIC, L.P., Furman Selz SBIC Investments, LLC
and Furman Selz Investments, LLC hereby appoints Brian P. Friedman and James L.
Luikart, and each of them individually, as attorneys-in-fact with authority to
execute and deliver on behalf of it any and all documents (including any
amendments thereto) required to be filed or otherwise executed and delivered by
it pursuant to the Securities Exchange Act of 1934, as amended, the Securities
Act of 1933, as amended, all other federal, state and local securities and
corporation laws, and all regulations promulgated thereunder.
6. Each of ING Baring Furman Selz LLC, ING Merger, Inc., ING (U.S.)
Financial Holdings Corporation, ING Bank N.V., ING Groep N.V., Saugatuck
Partners, L.P., Saugatuck International Ltd., Furman Selz Management (BVI) Ltd.,
Fairway Capital Partners, L.P., FSIP LLC, Furman Selz Capital Management LLC and
ING Furman Selz Asset Management LLC hereby appoints Robert Miller as
attorney-in-fact with authority to execute and deliver on behalf of it any and
all documents (including any amendments thereto) required to be filed or
otherwise executed and delivered by it pursuant to the Securities Exchange Act
of 1934, as amended, the Securities Act of 1933, as amended, all other federal,
state and local securities and corporation laws, and all regulations promulgated
thereunder.
7. Each of Brian P. Friedman, James L. Luikart and Edmund Hajim hereby
appoints Brian P. Friedman, James L. Luikart and Edmund Hajim, and each of them
individually, as attorney-in-fact with authority to execute and deliver on his
behalf any and all documents (including any amendments thereto) required to be
filed or otherwise executed and delivered by him pursuant to the Securities
Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, all
other federal, state and local securities and corporation laws, and all
regulations promulgated thereunder.
8. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same document.
<PAGE>
Dated: March 4, 1999
FURMAN SELZ SBIC, L.P.
By: /s/ Brian P. Friedman
---------------------------
Name: Brian P. Friedman
Title: President of General Partner
FURMAN SELZ SBIC INVESTMENTS, LLC
By: /s/ Brian P. Friedman
------------------------------
Name: Brian P. Friedman
Title: President
FURMAN SELZ INVESTMENTS, LLC
By: /s/ Brian P. Friedman
-------------------------------
Name: Brian P. Friedman
Title: President
ING BARING FURMAN SELZ LLC
By: /s/ Steven Blecher
------------------------------
Name: Steven Blecher
Title: Vice Chairman
ING MERGER, INC.
By: /s/ Steven Blecher
-----------------------------
Name: Steven Blecher
Title: Senior Managing Director and
Assistant Secretary
ING (U.S.) FINANCIAL HOLDINGS
CORPORATION
By: /s/ William A. Austin
--------------------------------
Name: William A. Austin
Title: Secretary
ING BANK N.V.
By: /s/ J.H.J. Houben
---------------------------------
Name: J.H.J. Houben
Title:
By: /s/ P.F.M. Van Lierop
-----------------------------
Name: P.F.M. Van Lierop
Title: Senior Legal Advisor
ING GROEP N.V.
By: /s/ J.H.J. Houben
-------------------------------
Name: J.H.J. Houben
SAUGATUCK PARTNERS, L.P.
By: ING Baring Furman Selz LLC,
General Partner
By: /s/ Steven Blecher
-------------------------------
Name: Steven Blecher
Title: Vice Chairman
SAUGATUCK INTERNATIONAL LTD.
By: Furman Selz Management (BVI) Ltd.,
Manager
By: /s/ Steven Blecher
-------------------------------
Name: Steven Blecher
Title: Director
FURMAN SELZ MANAGEMENT (BVI) LTD.
By: /s/ Steven Blecher
-------------------------------
Name: Steven Blecher
Title: Director
FAIRWAY CAPITAL PARTNERS, L.P.
By: FSIP LLC, General Partner
By: /s/ Steven Blecher
--------------------------------
Name: Steven Blecher
Title: Vice President
FSIP LLC
By: /s/ Steven Blecher
--------------------------------
Name: Steven Blecher
Title: Vice President
FURMAN SELZ CAPITAL
MANAGEMENT LLC
By: /s/ Steven Blecher
---------------------------
Name: Steven Blecher
Title: Vice President
ING FURMAN SELZ ASSET
MANAGEMENT LLC
By: /s/ Steven Blecher
---------------------------
Name: Steven Blecher
Title: Vice President
/s/ Brian P. Friedman
---------------------------------
Brian P. Friedman
/s/ James L. Luikart
----------------------------------
James L. Luikart
/s/ Edmund A. Hajim
------------------------------
Edmund A. Hajim
